10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 2)

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year ended December 31, 2007

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-10243

BP PRUDHOE BAY ROYALTY TRUST

(Exact name of registrant as specified in its charter)

DELAWARE
State or other jurisdiction	13-6943724
of incorporation or organization)	(I.R.S. Employer Identification No.)

THE BANK OF NEW YORK, TRUSTEE
101 BARCLAY STREET
NEW YORK, NEW YORK	10286
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (212) 815-6908

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
UNITS OF BENEFICIAL INTEREST	NEW YORK STOCK EXCHANGE

Securities registered pursuant to Section 12(g) of the Act: NONE

     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes þ     No o

     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o     No þ

     Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ     No o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

þ

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
	(Do not check if a smaller reporting company)

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act

Yes o     No þ

     The aggregate market value of Units held by nonaffiliates (computed by reference to the closing sale price in New York Stock Exchange transactions on June 29, 2007 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $1,545,508,000.

     As of February 28, 2008, 21,400,000 Units of Beneficial Interest were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

Explanatory Note

This Amendment No. 2 on Form 10-K/A (this “Form 10-K/A) amends the Trust’s annual report on Form 10-K for the fiscal year ended December 31, 2007, originally filed with the Securities and Exchange Commission (“SEC”) on February 29, 2008 (the “2007 Form 10-K”), as amended by Amendment No. 1 on Form 10-K/A, filed with the SEC on March 11, 2008. This Form 10-K/A is being filed to revise Exhibit 31 to the 2007 Form 10-K, the certifications required by part 4(b) of Item 601(b)(31)(i) of Regulation S-K, to include paragraph 4(b) of Item 601(b)(31)(i).

The 2007 Form 10-K continues to speak as of the date of original filing. No disclosures in the original 2007 Form 10-K, as amended, have been modified or updated except as noted above..

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BP PRUDHOE BAY ROYALTY TRUST By: THE BANK OF NEW YORK, as Trustee
By:	/s/ Remo Reale
	Remo Reale
	Vice President

May 22, 2008

     The Registrant is a trust and has no officers, directors, or persons performing similar functions. No additional signatures are available and none have been provided.

EX-31.1

EXHIBIT 31

RULE 13a-14(a)/15d-14(a) CERTIFICATIONS

I, Remo Reale, certify that:

1. I have reviewed the annual report on Form 10-K, as amended, of BP Prudhoe Bay Royalty Trust, for which The Bank of New York acts as Trustee;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, cash earnings and distributions and changes in the Trust corpus of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

     (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors:

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 22, 2008

/s/ Remo Reale  

Remo Reale 

Vice President
The Bank of New York 

2

CORRESP

THE BANK OF NEW YORK
101 Barclay Street
New York, New York 10286

May 22, 2008

Mr. H Roger Schwall
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E., Mail Stop 7010
Washington, D.C. 20549

Re:  BP Prudhoe Bay Royalty Trust
Form 10-K for the Year Ended December 31, 2007
Filed February 29, 2008, as amended March 11, 2008
File No. 1-10243

Dear Mr. Schwall:

     As Trustee of the BP Prudhoe Bay Royalty Trust (the “Trust”), The Bank of New York is responding to your letter dated May 20, 2008 in which the staff of the Division provided the Trust with certain comments concerning the above-captioned filing (the “2007 Form 10-K”). Our responses, as Trustee on behalf of the Trust, to the staff’s comments are indicated below. For convenience of reference, we are setting forth the text of each comment, followed by the Trust’s response.

STAFF COMMENT 1

Introduction, page 1

1. In future filings, please provide the correct address for the Commission, which is 100 F Street, NE, Washington, DC 20549.

TRUST RESPONSE

     The Trust will provide the correct address for the Commission in future filings.

STAFF COMMENT 2

Exhibit 31, Certification

2. We note that you do not provide the certification required by part 4(b) of Item 601(b)(31)(i) of Regulation S-K regarding the trustee’s responsibility for designing internal controls over financial reporting. Given your status as a large accelerated filer and the inclusion of the trustee’s report on internal control over financial reporting pursuant to Item 308(a) of Regulation S-K, you are required to revise your certifications to include paragraph 4(b) of Item 601(b)(31)(i). Please file an amendment with the corrected certifications. You may file an abbreviated form of an amendment to the 10-K consisting of a cover page, explanatory note, signature page and the required certifications.

Securities and Exchange Commission
May 22, 2008
Page 2

TRUST RESPONSE

     The Trust is concurrently filing Amendment No. 2 to the 2007 Form 10-K, which includes the revised certifications.

     The Trustee understands and acknowledges that: (i) the Trust is responsible for the adequacy and accuracy of the disclosure in the 2007 Form 10-K; (ii) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the 2007 Form 10-K; and (iii) the Trust may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

     Please provide copies of any further comments or questions, and any other correspondence concerning this matter to: Richard Bourgerie, Esq., Emmet, Marvin & Martin, LLP, 120 Broadway, New York, New York 10271. Telephone: (212) 238-3027. Facsimile: (212) 238-3100. Email: rbourgerie@emmetmarvin.com.

Very truly yours, THE BANK OF NEW YORK, as Trustee
By:	/s/ Remo Reale
	Remo Reale
	Vice President